General Terms & Conditions

1. General, Customers, Language

(1) These General Terms and Conditions (the “Terms and Conditions”) govern all contracts concluded by QPP GmbH (also referred to as the “Seller” or as “we”), registered with the Commercial Register of the Local Court Kempten under HRB 18416, with its contractual counterparties (each, a “customer”) for the sale of goods offered in the Seller’s online shop www.qpp-ep.eu (the “Online Shop”). They also apply to any subsequent transactions between the Seller and the Customer without the need for further express reference. Furthermore, these Terms and Conditions also apply mutatis mutandis to all other contracts concluded (e.g. by email, telephone, etc.).

(2) The Product offerings in the Online-Shop are directed exclusively to entrepreneurs (as defined in Sec. 14 (1) of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity acting, when entering into the transaction in the exercise of their commercial, business or professional activity). By completing the registration process and placing an order through the online shop, the Customer confirms that they qualify as a business customer within the meaning of the foregoing provision.

(3) Standard business conditions of the Customer do not apply, regardless of whether or not we expressly object them in a particular case.

(4) Our contracts with the Customer shall be made exclusively in the German or English language, in each case depending on whether the Customer makes the relevant purchase on our English or German language website. Therefore, if the order is made on our German website, exclusively the German version of these General Terms and Conditions shall be relevant. If the order is made on our English website, exclusively the English version of these General Terms and Conditions shall be relevant. English terms to which a German translation has been added shall have the meaning assigned to them by the relevant German term.

2. Conclusion of Contract

(1) Our offerings in the Online-Shop are non-binding.

(2) Product images, brochures, and other materials are provided for information only. They do not constitute a binding representation or warranty.

(3) By placing an order in the Online Shop, the Customer makes a binding offer to purchase the relevant product. A binding contract is formed upon the Seller’s written order acknowledgement or upon dispatch of the ordered goods.

(4) The Seller reserves all ownership rights, copyright, and other proprietary rights in and to all offers, illustrations, and other documents. The Customer may not disclose these materials or make them available to any third party without the Seller’s prior consent.

3. Prices and Payment

(1) All prices are exclusive of the applicable statutory value added tax. Shipping and packaging costs are not included in the prices and will be invoiced separately to the Customer. The Customer shall also bear all customs duties, import charges, excise taxes, and other public charges and fees arising in connection with the delivery of the goods or the performance of services. Value added tax will be shown at the rate applicable at the time the invoice is issued.

(2) Unless otherwise agreed or provided under this section 4, invoices are due and payable within 30 days following delivery of the goods and receipt of the invoice by the Customer. In the event of default in payment, the Seller may claim statutory default interest in accordance with Sections 286 and 288 (2) of the German Civil Code. This is without prejudice to any further rights or remedies.

(3) If more than four months elapse between contract formation and delivery, the Seller may adjust the agreed prices to a reasonable extent to reflect increases in material or labor costs. If the price increase exceeds 5% of the originally agreed price, the Customer has the right to withdraw from the contract. The Seller will promptly notify the Customer in writing of the planned price adjustment, the reasons for it, and the new pricing. The Customer may exercise the right of withdrawal in writing within 14 days of receipt of such notification.

(4) Payment shall be made, depending on the customer group and as agreed, by bank transfer, on account, or by SEPA direct debit mandate. Other payment methods are permitted only if expressly agreed in writing. The following payment terms apply to the respective Customer groups:

(a) For new retail customers, advance payment is the standard payment term.

(b) For existing retail customers, a payment term of 30 days net applies as standard. In addition, existing customers may, upon request, make payment by SEPA direct debit with a 3% cash discount.

(5) The Seller reserves the right to establish minimum order values depending on the country and the respective customer.

(6) The Seller may execute outstanding deliveries only against advance payment or provision of security if, after conclusion of the contract, circumstances become known that are likely to substantially reduce the Customer’s creditworthiness and that jeopardize the payment of the Seller’s outstanding claims by the Customer.

4. Date of Dispatch of the Product, Sell off, Partial Delivery

(1) Any periods for shipping the goods that are stated by the Seller at the time of order or otherwise agreed start on the day the purchase contract is formed. For compliance with the shipping date, the decisive date is the date on which the Seller hands over the goods to the carrier.

(2) Any shipping periods indicated by the Seller are approximate only and may be exceeded by up to five business days. This does not apply if a fixed shipping date has been agreed. If no period or date for shipping has been stated or agreed, shipment within seven business days is deemed agreed.

(3) All agreed delivery periods are subject to the condition of correct and timely delivery to the Seller by its own suppliers, provided that the Seller is not responsible for the unavailability.

(4) If the goods are not available through no fault of the Seller, or if despite timely reordering the goods are not available in time, the Seller may withdraw from the purchase contract. The Seller will notify the Customer without undue delay of the unavailability of the goods and, in the event of withdrawal, will promptly refund any payments made.

(5) The Seller is not liable for impossibility of delivery or for delays in delivery to the extent caused by force majeure or by other events that were not foreseeable at the time of contract formation. Examples include operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortage of labor, energy or raw materials, difficulties in obtaining necessary governmental permits, pandemics or epidemics, governmental measures, or failure of suppliers to deliver correctly or on time despite a congruent covering transaction concluded by the Seller. If such events materially impede or render impossible the Seller’s delivery or performance and the impediment is not merely temporary, the Seller may withdraw from the contract. In the case of impediments of temporary duration, the delivery and performance periods are extended, or the delivery and performance dates are postponed, by the duration of the impediment plus a reasonable start-up period. If acceptance of the delivery or performance has become unreasonable for the Customer as a result of the delay, the Customer may withdraw from the contract by giving prompt written notice to the Seller.

(6) The Seller shall be entitled to make partial deliveries and render partial performance, provided this is reasonable for the Customer.

(7) If the Seller is in default with a delivery or performance, or if a delivery or performance becomes impossible for any reason, the Seller’s liability for damages is limited in accordance with section 7 of these Terms and Conditions.

(8) If a single order comprises several separately usable products, the Seller may ship them in multiple separate deliveries. The Seller bears the additional shipping costs caused by such separate deliveries. If, however, one of the ordered products is marked as not in stock in the Online Shop and the Customer requests advance shipment of the products that are in stock, the Customer bears the additional shipping costs. The Customer’s statutory rights with respect to timely and proper delivery remain unaffected.

(9) The Seller objects to any agreement of a contractual penalty for delay at the Seller’s expense. If, nevertheless, a contractual penalty is agreed in an individual case, the following applies:

(a) The penalty lapses if it is not asserted in writing within two weeks after the delay date.

(b) Any penalty that becomes due will be credited against any further claim for damages.

(c) The Seller may prove that the Customer has suffered no loss or a lesser loss.

(d) In the event of simple negligence, liability for delay damages is limited to the damage typically foreseeable and to a maximum of 5% of the total net order value. Claims for loss of profit are excluded.

(e) No penalty or other damages for delay in relation to interim milestones may be claimed if the final completion date is met.

5. Type of Shipment, Insurance and Passing of Risk

(1) Unless expressly agreed otherwise, the Seller determines the appropriate method of shipment and the carrier at the Seller’s reasonable discretion.

(2) Delivery is ex warehouse.

(3) The risk of accidental destruction, accidental damage, or accidental loss of the goods passes to the Customer upon handover of the goods by the Seller to the carrier.

6. Retention of Title and Resale

(1) The Seller retains title to the goods delivered by the Seller until full payment of the purchase price for the respective goods has been received, including value added tax and shipping costs.

(2) Without the Seller’s prior written consent, the Customer may not dispose of title in any goods delivered by the Seller that are still subject to retention of title. Such goods are the “Retained Goods”. The Customer may dispose of the Customer’s expectant right with respect to the Retained Goods only if the third party is notified of the Seller’s ownership right.

(3) The Customer must handle the Retained Goods with due care.

(4) In the event of third‑party interference with the Retained Goods, in particular by bailiffs, the Customer must point out the Seller’s ownership and notify the Seller without undue delay so that the Seller can enforce its ownership rights.

(5) In the event of payment default, the Seller shall be entitled to demand the return of the goods subject to retention of title, provided that the Seller has rescinded the contract.

7. Duty to Inspect and Notify Defects, Warranty and Limitation of Liability

(1) Any provisions of the Customer seeking to limit the statutory duties of inspection and notification under Section 377 of the German Commercial Code (HGB) are hereby expressly rejected.

(2) If the goods delivered are defective, the Seller may choose either to remedy the defect or to deliver substitute goods that are free from defects. The choice must be made by notice in text form, including by email, within seven business days after receipt of the Customer’s defect notification.

(3) If supplementary performance under this section 2 fails, or if it is unreasonable for the Customer, or if the Seller refuses supplementary performance, the Customer is entitled, in accordance with applicable law, to rescind the purchase contract, to reduce the purchase price, or to claim damages or reimbursement of futile expenses.

(4) The warranty period is 12 months from delivery.

(5) The Customer must inspect the goods without undue delay after shipment, to the extent feasible in the ordinary course of business, and with due care. The goods are deemed approved by the Customer with respect to obvious defects or other defects that would have been detectable upon prompt and careful inspection, unless a written notice of defects is received by the Seller within seven (7) business days after delivery. With respect to other defects, the goods are deemed approved unless the Seller receives a notice of defects within seven (7) business days after the time the defect became apparent.

(6) In respect of claims for defects, the Seller is liable for damages only in cases of intent or gross negligence, including intent and gross negligence of the Seller’s legal representatives and vicarious agents, except as otherwise provided below and except for damages arising from injury to life, body, or health. Liability for simple or slight negligence is excluded unless a material contractual duty has been breached. Material duties include the obligation to deliver the goods on time, freedom from defects in title, and freedom from material defects that more than insignificantly impair functionality or fitness for use, as well as duties of advice, protection, and care intended to enable the Customer to use the goods in accordance with the contract or to protect the life and limb of the Customer’s personnel or the Customer’s property from significant harm. To the extent the foregoing exclusion does not apply due to a breach of a material duty, the Seller is liable only for the damage that is typical for the contract and foreseeable at the time of contract formation. Indirect and consequential damages resulting from defects in the goods are compensable only to the extent such damages are typically to be expected in the intended use of the goods. Any further claims of the Customer are excluded. The foregoing limitations or exclusions of liability do not apply in the event of a breach of pre‑contractual duties of information and disclosure. Contractual penalties for defects are not accepted.

(7) The Customer has no defect rights with respect to minor and customary deviations in colour, shape, weight, or other characteristics that do not materially impair the fitness for use or the value of the goods.

(8) The place of performance for warranty matters is the Seller’s registered office.

8. Data Protection

The Seller may process and store data relating to the relevant purchase contracts only in accordance with applicable statutory provisions. Each party represents and warrants to the other that it will duly comply with its obligations under all applicable data protection laws. Further details are set out in the Privacy Notice available on the Seller’s website.

9. Miscellaneous Provisions

(1) Both parties observe the human rights and environmental prohibitions set out in Section 2(2) and (3) of the German Supply Chain Due Diligence Act (LkSG), comply with them, and address them appropriately along their supply chains. The parties will support each other in fulfilling the due‑diligence obligations under Section 3 LkSG where they are legally required to do so or where they undertake to do so in a separately concluded code of conduct.

(2) Rights and obligations under the contract may be transferred or assigned by a party only with the prior written consent of the other party. An assumption of contract requires the express consent of the Seller, and implied conduct is not sufficient.

10. Applicable Law, Competent Courts, Severability

(1) The purchase contract between the Seller and the Customer is governed by the law of the Federal Republic of Germany, subject to mandatory rules of private international law. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

(2) The courts at the Seller’s registered office or at the Customer’s registered office have jurisdiction for any disputes arising out of the business relationship. The Seller may choose between these venues. For actions against the Seller, the courts at the Seller’s registered office have exclusive jurisdiction. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected.

(3) If any of the above provisions of these Terms and Conditions is void, invalid, or unenforceable for any reason, the validity of the remaining provisions and of the underlying contract remains unaffected.